ECIG / Electronic Cigarettes International Group, Ltd. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

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CIK 1398702
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Electronic Cigarettes International Group, Ltd.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
March 16, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2017 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incor

March 7, 2017 SC 13D/A

ECIG / Electronic Cigarettes International Group, Ltd. / CALM WATERS PARTNERSHIP - AMENDMENT NO. 8 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons

March 7, 2017 8-K

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

8-K 1 s1054838k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2017 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or othe

March 7, 2017 EX-99.1

Electronic Cigarettes International Group ANNOUNCES ITS UK SUBSIDIARY HAS BEEN PLACED UNDER ADMINISTRATION PROCESS IN THE UNITED KINGDOM

Exhibit 99.1 CONTACTS: Dennard ? Lascar Associates Ken Dennard / Rick Black 713-529-6600 [email protected] FOR IMMEDIATE RELEASE Electronic Cigarettes International Group ANNOUNCES ITS UK SUBSIDIARY HAS BEEN PLACED UNDER ADMINISTRATION PROCESS IN THE UNITED KINGDOM GOLDEN, CO ? March 7, 2017 ? Electronic Cigarettes International Group, Ltd. (the ?Company? or ?ECIG?), a leading global marketer

February 2, 2017 SC 13D/A

ECIG / Electronic Cigarettes International Group, Ltd. / CALM WATERS PARTNERSHIP - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons

January 4, 2017 SC 13D/A

ECIG / Electronic Cigarettes International Group, Ltd. / CALM WATERS PARTNERSHIP - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons

December 5, 2016 SC 13D/A

ECIG / Electronic Cigarettes International Group, Ltd. / CALM WATERS PARTNERSHIP - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons

November 16, 2016 10-Q/A

Electronic Cigarettes International Group FORM 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2016 Or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 000-52745 El

November 15, 2016 EX-10.1

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. AND DANIEL J O'NEILL (Executive)

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. AND DANIEL J O'NEILL (Executive) THIS SECOND AMENDMENT (the "Amendment") to the EMPLOYMENT AGREEMENT dated effective as of March 15, 2015 (the ?Employment Agreement?) is entered into as of September 30, 2016 by and between Electronic Cigarettes International Group, Ltd, a Nevada corporation (the "Compan

November 15, 2016 10-Q

Electronic Cigarettes International Group 10-Q (Quarterly Report)

10-Q 1 s10456910q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2016 Or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission

November 15, 2016 NT 10-Q

Electronic Cigarettes International Group NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-52745 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form

November 15, 2016 EX-99.1

Electronic Cigarettes International Group REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS

Exhibit 99.1 CONTACTS: Dennard ? Lascar Associates Ken Dennard / Rick Black 713-529-6600 [email protected] FOR IMMEDIATE RELEASE Electronic Cigarettes International Group REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS GOLDEN, CO ? November 14, 2016 ? Electronic Cigarettes International Group, Ltd. (The ?Company?) (OTCBB: ECIG), a leading global marketer and distributor of electronic cigarettes

November 15, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of in

November 10, 2016 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other

November 3, 2016 SC 13D/A

ECIG / Electronic Cigarettes International Group, Ltd. / CALM WATERS PARTNERSHIP - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons

October 7, 2016 EX-10.1

ASSET PURCHASE AGREEMENT by and among ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., Hardwire Interactive Acquisition Company THE BUYER IDENTIFIED HEREIN Dated as of October 5, 2016 ASSET PURCHASE AGREEMENT

Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., Hardwire Interactive Acquisition Company and THE BUYER IDENTIFIED HEREIN Dated as of October 5, 2016 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of October 4, 2016 (“Effective Date”) by and among (i) ELECTRONIC Cigarettes INTERNATIONAL G

October 7, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 s1043028k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or ot

October 4, 2016 SC 13D/A

ECIG / Electronic Cigarettes International Group, Ltd. / CALM WATERS PARTNERSHIP - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons

September 9, 2016 10-Q

Electronic Cigarettes International Group 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2016 Or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 000-52745 Electroni

September 7, 2016 SC 13D/A

ECIG / Electronic Cigarettes International Group, Ltd. / CALM WATERS PARTNERSHIP - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons

August 15, 2016 NT 10-Q

Electronic Cigarettes International Group NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form

August 15, 2016 NT 10-Q

Electronic Cigarettes International Group NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form

August 12, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 s1039048k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or ot

August 12, 2016 EX-99.1

Electronic Cigarettes International Group REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS

Exhibit 99.1 CONTACTS: Dennard ? Lascar Associates Ken Dennard / Rick Black 713-529-6600 [email protected] For Immediate Release Electronic Cigarettes International Group REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS GOLDEN, CO ? August 11, 2016 ? Electronic Cigarettes International Group, Ltd. (The ?Company?) (OTCBB: ECIG), a leading global marketer and distributor of electronic cigarettes a

August 3, 2016 SC 13D/A

ECIG / Electronic Cigarettes International Group, Ltd. / CALM WATERS PARTNERSHIP Activist Investment

SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwa

July 15, 2016 EX-99

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT

Exhibit 27 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of June 30, 2015 (the “Effective Date”) is entered into by Electronic Cigarette International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Original Warrant

July 15, 2016 EX-99

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.

Exhibit 41 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRA

July 15, 2016 EX-99

COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.

Exhibit 15 EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

July 15, 2016 EX-99

AMENDED AND RESTATED 4% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JUNE 30, 2020

EXHIBIT 40 Exhibit 40 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT

July 15, 2016 EX-99

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.

Converted by EDGARwiz Exhibit 11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO

July 15, 2016 EX-99

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT

EXHIBIT 36 Exhibit 36 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina

July 15, 2016 EX-99

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.

Converted by EDGARwiz Exhibit 10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO

July 15, 2016 EX-99

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.

Exhibit 9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRAT

July 15, 2016 EX-99

AMENDMENT NO. 2 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

EXHIBIT 23 Exhibit 23 AMENDMENT NO. 2 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This AMENDMENT NO. 2 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the "Company"), and the holder set forth on the signa

July 15, 2016 EX-99

COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.

Exhibit 33 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRA

July 15, 2016 EX-99

AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT

EXHIBIT 28 Exhibit 28 AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina

July 15, 2016 EX-99

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT

EXHIBIT 32 Exhibit 32 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina

July 15, 2016 EX-99

AMENDMENT NO. 1 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 22 AMENDMENT NO. 1 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This AMENDMENT NO. 1 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) dated as of January 7, 2015 (the “Effective Date”) is entered into by Electronic Cigarette International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (th

July 15, 2016 EX-99

AMENDMENT NO. 1 TO 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

EXHIBIT 25 Exhibit 25 AMENDMENT NO. 1 TO 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This AMENDMENT NO. 1 TO 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the "Company"), and the holder set forth on the signatu

July 15, 2016 EX-99

COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.

EX-99 18 exh31.htm COMMON STOCK PURCHASE WARRANT Exhibit 31 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED

July 15, 2016 EX-99

AMENDMENT No. 2 REGISTRATION RIGHTS AGREEMENT

Execution Version Exhibit 19 AMENDMENT No. 2 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT No. 2 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2015, by and among Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the “Company”) and the holders of registration rights under the Registration Rights Agreement (defined below) si

July 15, 2016 EX-99

8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 7, 2016

EX-99 12 exh24.htm 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE Exhibit 24 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, M

July 15, 2016 EX-99

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT

EXHIBIT 38 Exhibit 38 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina

July 15, 2016 EX-99

COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.

Converted by EDGARwiz Exhibit 12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO

July 15, 2016 EX-99

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT

EXHIBIT 30 Exhibit 30 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina

July 15, 2016 EX-99

REGISTRATION RIGHTS AGREEMENT

EX-99 8 exh18.htm AMENDMENT NO. 1 RO REGISTRATION RIGHTS AGREEMENT Exhibit 18 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, (this “Amendment”), is made and entered into as of June , 2015, by and among Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the “Company”) and the holders of registration rights under the Registration Righ

July 15, 2016 EX-99

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT

EXHIBIT 34 Exhibit 34 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina

July 15, 2016 EX-99

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.

Exhibit 8 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRAT

July 15, 2016 EX-99

COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.

Exhibit 29 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRA

July 15, 2016 SC 13D

ECIG / Electronic Cigarettes International Group, Ltd. / CALM WATERS PARTNERSHIP - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wisconsi

July 13, 2016 EX-10.4

AMENDMENT No. 3 REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 EXECUTION VERSION AMENDMENT No. 3 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT No. 3 TO REGISTRATION RIGHTS AGREEMENT (this ?Amendment?), is made and entered into as of July 8, 2016, by and among Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the ?Company?) and the holders of registration rights under the Registration Rights Agreement (defined below) signat

July 13, 2016 EX-10.1

AMENDMENT NO. 5 CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 5 TO CREDIT AGREEMENT This Amendment No. 5 to Credit Agreement (the ?Amendment?) is dated as of July 8, 2016, and is by and between Calm Waters Partnership, a Wisconsin General Partnership (?Calm Waters?), and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the ?Borrower?). WHEREAS, Calm Waters and the Borrower entered into that certain Credit Agre

July 13, 2016 EX-10.3

AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT

Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of July 8, 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (the “Borrower”), and Calm Waters Partnership (the “Lender”). Recitals WHEREAS, on September 30, 2015 the Borrower and Lender entered into that cert

July 13, 2016 EX-99.1

Electronic Cigarettes International Group Completes Financial Recapitalization Company Refinanced $94 million of Senior Notes and Convertible Debt Reduced All Debt Interest Rates to 4% Postponed All Debt Payments for 4 years Cancelled and Reissued Em

EX-99.1 8 s103683ex99-1.htm EXHIBIT 99-1 Exhibit 99.1 CONTACTS: Dennard ▪ Lascar Associates Ken Dennard / Rick Black 713-529-6600 [email protected] For Immediate Release Electronic Cigarettes International Group Completes Financial Recapitalization Company Refinanced $94 million of Senior Notes and Convertible Debt Reduced All Debt Interest Rates to 4% Postponed All Debt Payments for 4 years

July 13, 2016 EX-10.6

Intercreditor amendment deed Electronic Cigarettes International Group, Ltd (as Borrower) The persons named in Schedule 1 (as Guarantors) The persons named in Schedule 2 (as Senior Creditors) The persons named in Schedule 3 (as Subordinated Creditors

Exhibit 10.6 EXECUTION VERSION DATED 2016 Intercreditor amendment deed Between Electronic Cigarettes International Group, Ltd (as Borrower) and The persons named in Schedule 1 (as Guarantors) and The persons named in Schedule 2 (as Senior Creditors) and The persons named in Schedule 3 (as Subordinated Creditors) and Miguel Carlos Corral (as Junior Security Trustee) Table of contents 1. definitions

July 13, 2016 EX-10.2

AMENDMENT NO. 1 CREDIT AGREEMENT

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (the ?Amendment?) is dated as of July 8, 2016, and is by and between Tiburon Opportunity Fund, L.P., a Delaware limited partnership (the ?Agent?) as a lender and as agent for the various additional lenders (the ?Additional Lenders?) party to the Additional Lender Credit Agreement (defined be

July 13, 2016 EX-10.5

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

Exhibit 10.5 EXECUTION VERSION AMENDED AND RESTATED INTERCREDITOR AGREEMENT THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this Amended and Restated Intercreditor Agreement, together with all exhibits, schedules, extensions, renewals, amendments, restatements, substitutions, and replacements hereto and hereof, this ?Agreement?) is dated as of July 8, 2016 by and among CALM WATERS PARTNERSHIP,

July 13, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorpo

May 25, 2016 EX-99.1

Electronic Cigarettes International Group Bolsters Denver-Based Management Team with Appointments of William Seamans as Chief Financial Officer and Monsell Darville as Chief Marketing Officer

Exhibit 99.1 Electronic Cigarettes International Group Bolsters Denver-Based Management Team with Appointments of William Seamans as Chief Financial Officer and Monsell Darville as Chief Marketing Officer GOLDEN, COLORADO, May 16, 2016 - Electronic Cigarettes International Group, Ltd. (The ?Company?) (OTCBB: ECIG), a global marketer and distributor of electronic cigarettes and vapor products whose

May 25, 2016 EX-99.2

ELECTRONIC CIGARETTES INTERNATIONAL GROUP REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS VIP on the move - UK.

Exhibit 99.2 PRESS RELEASE ELECTRONIC CIGARETTES INTERNATIONAL GROUP REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS VIP on the move - UK. Highlights ? First quarter 2016 net sales increased 1% versus 2015 to $11.7 million, despite unfavorable foreign exchange movements of $0.3 million and a forecasted decrease of unprofitable Vapestick sales. ? Gross profit was $6.6 million versus $6.4 million in th

May 25, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorpo

May 16, 2016 10-Q

Electronic Cigarettes International Group FORM 10-Q (Quarterly Report)

10-Q 1 s10325410q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2016 or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commissio

April 29, 2016 10-K/A

Electronic Cigarettes International Group 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) R Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2015 ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 000-52745

April 8, 2016 EX-16.1

Rehmann Robson

EX-16.1 2 s102991ex16-1.htm EXHIBIT 16,1 Exhibit 16.1 Rehmann Robson 2330 East Paris Ave. SE Grand Rapids, MI 49546 Ph: 616.975.4100 Fx: 616.975.4400 rehmann.com April 8, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated April 8, 2016 (the “Report”), of Electronic Cigarettes International Group, Ltd. (“ECI

April 8, 2016 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorp

April 1, 2016 EX-99.1

ELECTRONIC CIGARETTES INTERNATIONAL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS New VIP retail store in the UK.

Exhibit 99.1 PRESS RELEASE ELECTRONIC CIGARETTES INTERNATIONAL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS New VIP retail store in the UK. Highlights ? Net sales increased 21% versus 2014 to $54.2 million, despite unfavorable foreign exchange movements of $3.4 million. ? Gross profit more than doubled in 2015 reaching $30.5 million versus $13.2 million in 2014, a 131% increas

April 1, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incor

March 28, 2016 10-K

Electronic Cigarettes International Group FORM 10-K (Annual Report)

10-K 1 s10284310k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) R Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2015 ¨ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Num

March 15, 2016 EX-99.1

Investor Presentation March 2016

Exhibit 99.1 Investor Presentation March 2016 Legal Disclaimer 2 FORWARD - LOOKING STATEMENTS : This information contained herein includes certain forward - looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as ame nded. Forward - looking stateme

March 15, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incor

January 15, 2016 EX-10.1

AMENDMENT NO. 4 CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 4 TO CREDIT AGREEMENT This Amendment No. 4 to Credit Agreement (the ?Amendment?) is dated as of January 11, 2016, and is by and between Calm Waters Partnership, a Wisconsin General Partnership (?Calm Waters?), and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the ?Borrower?). WHEREAS, Calm Waters and the Borrower entered into that certain Credit

January 15, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc

January 15, 2016 EX-99.1

Electronic Cigarettes International Group Improves Financial Strength with $9.0 Million Financing from an Existing Investor

Exhibit 99.1 PRESS RELEASE Electronic Cigarettes International Group Improves Financial Strength with $9.0 Million Financing from an Existing Investor GOLDEN, COLORADO, January 12, 2016 - Electronic Cigarettes International Group, Ltd. (The ?Company?) (OTCBB: ECIG) today announced that on January 12, 2016 it completed a $9.0 million term loan financing with one of the Company?s long-term existing

January 11, 2016 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inco

November 9, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 1 s1021468k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or o

November 9, 2015 EX-99.1

electronic cigarettes international group reports Third Quarter 2015 Financial Results

EX-99.1 2 s102146ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE electronic cigarettes international group reports Third Quarter 2015 Financial Results GOLDEN, COLORADO, November 9, 2015 - Electronic Cigarettes International Group, Ltd. (The “Company”) (OTCBB: ECIG), a global marketer and distributor of electronic cigarettes and vapor products whose brands include FIN, Vapestick, Victory, VIP,

November 5, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 s1021228k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or o

November 5, 2015 EX-99.1

Electronic Cigarettes International Group Strengthens Balance Sheet with $18.0 Million Financing from a Current Investor

EX-99.1 3 s102122ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE Electronic Cigarettes International Group Strengthens Balance Sheet with $18.0 Million Financing from a Current Investor GOLDEN, COLORADO, November 2, 2015 - Electronic Cigarettes International Group, Ltd. (The “Company”) (OTCBB: ECIG) today announced that on October 30, 2015 it completed an $18.0 million term loan financing with

November 5, 2015 EX-10.1

AMENDMENT NO. 3 CREDIT AGREEMENT

EX-10.1 2 s102122ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT This Amendment No. 3 to Credit Agreement (the “Amendment”) is dated as of October 30, 2015, and is by and between Calm Waters Partnership, a Wisconsin General Partnership (“Calm Waters”) and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Borrower”). WHEREAS, Calm

October 5, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of i

October 5, 2015 EX-10

FORBEARANCE AGREEMENT

Exhibit 10.2 Execution Version FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this ?Agreement?) is made as of this 30th day of September, 2015 (the ?Execution Date?) by and between CALM WATERS PARTNERSHIP, a Wisconsin General Partnership (?Lender?), on the one hand, and ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (?Borrower?) on the other hand. Lender and Borrower shal

October 5, 2015 EX-10.1

ExWorks Capital Letterhead

Exhibit 10.1 ExWorks Capital Letterhead Execution Version Via Email September 18, 2015 Mr. Phil Anderson Chief Financial Officer Electronic Cigarettes International Group, Ltd 14200 Ironwood Drive Grand Rapids, Michigan 49544 Re: Loan and Security Agreement among ExWorks Capital Fund I, L.P. (?Lender?), Electronic Cigarettes International Group, Ltd., FIN Branding Group, LLC, and Hardwire Interact

September 25, 2015 EX-10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Daniel J O’Neill (Executive)

Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. And Daniel J O?Neill (Executive) THIS AMENDMENT (the ?Amendment?) to the EMPLOYMENT AGREEMENT dated effective as of March 17, 2015 is entered into as of September 21, 2015 by and between Electronic Cigarettes International Group. Ltd, a Nevada corporation (the ?Company?), and Daniel J. O?Ne

September 25, 2015 EX-10.2

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Phil Anderson

Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. And Phil Anderson (Executive) THIS AMENDMENT (the ?Amendment?) to the EMPLOYMENT AGREEMENT dated effective as of January 15, 2015 is entered into as of September 21, 2015 by and between Electronic Cigarettes International Group, Ltd, a Nevada corporation (the ?Company?), and Phil Anderson,

September 25, 2015 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of

August 11, 2015 EX-99.1

electronic cigarettes international group reports SECOND Quarter 2015 Financial Results

Exhibit 99.1 PRESS RELEASE electronic cigarettes international group reports SECOND Quarter 2015 Financial Results GRAND RAPIDS, MICHIGAN, August 10, 2015 - Electronic Cigarettes International Group, Ltd. (The ?Company?) (OTCBB: ECIG), a global marketer and distributor of electronic cigarettes and vapor products whose brands include FIN, Vapestick, Victory, VIP, and others, today announced financi

August 11, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 1 s1016448-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or o

July 2, 2015 EX-10.2

LOAN AND SECURITY AGREEMENT

EX-10.2 3 s101413ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 LOAN AND SECURITY AGREEMENT ExWorks Capital Fund I, L.P., a Delaware limited partnership, with its principal place of business located at 333 West Wacker Drive, Suite 1620, Chicago, Illinois 60606 (“Lender”) and Electronic Cigarettes International Group, Ltd., a Nevada corporation (“Parent”), FIN Branding Group, LLC, an Illinois limited liabili

July 2, 2015 EX-10.3

Guaranty and Security Agreement dated as of June 30, 2015 VICTORY ELECTRONIC CIGARETTES, INC. VCIG LLC, as Guarantors, EXWORKS CAPITAL FUND I, L.P., as Lender Guaranty and Security Agreement

Exhibit 10.3 Guaranty and Security Agreement dated as of June 30, 2015 among VICTORY ELECTRONIC CIGARETTES, INC. and VCIG LLC, as Guarantors, and EXWORKS CAPITAL FUND I, L.P., as Lender Guaranty and Security Agreement This Guaranty and Security Agreement, dated as of June 30, 2015 (this ?Agreement?), is made by Victory Electronic Cigarettes, Inc., a Nevada Corporation, and VCIG LLC, a Delaware lim

July 2, 2015 EX-10.1

AMENDMENT NO. 1 CREDIT AGREEMENT

EX-10.1 2 s101413ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (the “Amendment”) is dated as of June 26, 2015, and is by and between Calm Waters Partnership, a Wisconsin General Partnership (“Calm Waters”) and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Borrower”). WHEREAS, Calm Wa

July 2, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 s1014138k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or othe

May 20, 2015 SC 13G/A

ECIG / Electronic Cigarettes International Group, Ltd. / KITT BARRY M - SC 13G/A Passive Investment

Pinnacle Family Office Investments, L.P.: Schedule 13G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Electronic Cigarettes International Group, Ltd. (Name

May 11, 2015 NT 10-Q

Electronic Cigarettes International Group NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response?????????... 2.50 SEC FILE NUMBER 000-52745 CUSIP NUMBER 285560 207 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: M

May 7, 2015 EX-24.2

LIMITED POWER OF ATTORNEY

EX-24.2 Exhibit 24.2 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including

May 7, 2015 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. MAN FINCO LIMITED By: /s/ Nader Fari

May 7, 2015 EX-24.1

EX-24.1

Exhibit 24.1 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including in the

May 7, 2015 EX-24.3

LIMITED POWER OF ATTORNEY

EX-24.3 Exhibit 24.3 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including

May 7, 2015 EX-24.1

LIMITED POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including

May 7, 2015 EX-24.3

EX-24.3

Exhibit 24.3 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including in the

May 7, 2015 SC 13D

ECIG / Electronic Cigarettes International Group, Ltd. / Man Finco Ltd - FORM SC 13D Activist Investment

FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Electronic Cigarettes International Group, Ltd. (Name of issuer) Common Stock, par value $0.001 per share (Title of class of securities) 285560207 (CUSIP number) Man FinCo Limited PO Box 9275 c/o Al Tamimi & Company, Advocates and Legal Consul

May 7, 2015 EX-24.2

EX-24.2

Exhibit 24.2 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including in the

May 1, 2015 EX-4.1

FORM OF TERM NOTE

EX-4.1 2 s101024ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 FORM OF TERM NOTE April 27, 2015 New York, New York ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (“Borrower”), for value received, hereby unconditionally promises to pay to or its registered assigns (“Lender”), the principal sum of [●] MILLION DOLLARS ($[●].00) of Term Loans under the Credit Agreement described below, toget

May 1, 2015 EX-10.1

CREDIT AGREEMENT dated as of April 27, 2015 ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., as Borrower CALM WATERS PARTNERSHIP, Table of Contents

Exhibit 10.1 EXECUTION VERSION $35,000,000 CREDIT AGREEMENT dated as of April 27, 2015 between ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., as Borrower and CALM WATERS PARTNERSHIP, Lender Table of Contents Page Article I Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Terms Generally 18 Article II The Term Loan 18 Section 2.01. Term Loan 18 Section 2.02. Evidence of Debt; Repayment o

May 1, 2015 EX-4.2

FORM OF COMMON STOCK PURCHASE WARRANT Electronic Cigarettes INTERNATIONAL GROUP, LTD.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

May 1, 2015 EX-10.2

$6,214,225.11 CREDIT AGREEMENT dated as of April 27, 2015 ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., as Borrower TIBURON OPPORTUNITY FUND, L.P., as Agent, THE LENDERS PARTY HERETO, Table of Contents

Exhibit 10.2 EXECUTION VERSION $6,214,225.11 CREDIT AGREEMENT dated as of April 27, 2015 between ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., as Borrower TIBURON OPPORTUNITY FUND, L.P., as Agent, and THE LENDERS PARTY HERETO, Lenders Table of Contents Page Article I Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Terms Generally 18 Article II The Term Loan 18 Section 2.01. Term Loan

May 1, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 s1010248k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State o

April 21, 2015 8-K

Electronic Cigarettes International Group 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorp

April 21, 2015 EX-99.1

electronic cigarettes international group APPOINTS Dan o’neill as chief executive officer

PRESS RELEASE Grand Rapids, Michigan, April 13, 2015 electronic cigarettes international group APPOINTS Dan o?neill as chief executive officer GRAND RAPIDS, MICHIGAN, April 13, 2015 - Electronic Cigarettes International Group, Ltd.

April 2, 2015 SC 13G

ECIG / Electronic Cigarettes International Group, Ltd. / KITT BARRY M - SCHEDULE 13G Passive Investment

Pinnacle Family Office Investments, L.P.: Schedule 13G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Electronic Cigarettes International Group, Ltd. (Name

March 24, 2015 EX-99.1

electronic cigarettes international group Completes reverse stock split

Exhibit 99.1 PRESS RELEASE Grand Rapids, Michigan, March 23, 2015 electronic cigarettes international group Completes reverse stock split GRAND RAPIDS, MICHIGAN, MARCH 23, 2015 - Electronic Cigarettes International Group, Ltd. (The “Company”) (OTCBB: ECIG), a global marketer and distributor of electronic cigarette and vapor products whose brands include FIN, Vapestick, Victory, VIP, and others, to

March 24, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incor

March 24, 2015 EX-3.1

EX-3.1

Exhibit 3.1

March 17, 2015 EX-4.1

5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

March 17, 2015 EX-4.4

ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. (Incorporated under the laws of NEVADA) SPECIAL WARRANT CERTIFICATE no. 1

Exhibit 4.4 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUALBE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. ELECT

March 17, 2015 EX-10.2

SECURITIES EXCHANGE AGREEMENT

EX-10.2 7 s100877ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SECURITIES EXCHANGE AGREEMENT This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made effective as of March 13, 2015, by and between Electronic Cigarettes International Group, Ltd. (the “Company”), and (the “Lender”). RECITALS WHEREAS, the Company and the Lender are parties to the Company’s 6% Senior Convertible Note dated April 22, 2014

March 17, 2015 EX-4.2

COMMON STOCK PURCHASE WARRANT Electronic Cigarettes INTERNATIONAL GROUP, LTD.

EX-4.2 3 s100877ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

March 17, 2015 EX-4.3

$1,800,000 0.40% UNSECURED NOTE Electronic Cigarettes International Group, Ltd. $1,800,000 0.40% Unsecured Note

Exhibit 4.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. $1,800,000 0.40% UNSECURED NOTE Electronic Cigarettes International Grou

March 17, 2015 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and c

March 17, 2015 8-K

Electronic Cigarettes International Group 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2015 (March 13, 2015) Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other juri

March 16, 2015 NT 10-K

Electronic Cigarettes International Group NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response?????????... 2.50 SEC FILE NUMBER CUSIP NUMBER 285560108 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31,

March 11, 2015 8-K

Electronic Cigarettes International Group 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incor

March 11, 2015 EX-99.1

electronic cigarettes international group Announces results of Special meeting of stockholders

Exhibit 99.1 PRESS RELEASE Grand Rapids, Michigan, March 10, 2015 electronic cigarettes international group Announces results of Special meeting of stockholders GRAND RAPIDS, MICHIGAN, MARCH 10, 2015 - Electronic Cigarettes International Group, Ltd. (OTCBB: ECIG), a global marketer and distributor of electronic cigarette and vapor products whose brands include FIN, Vapestick, Victory, VIP, and oth

March 4, 2015 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and c

March 4, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of in

March 4, 2015 EX-4.1

5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

March 4, 2015 EX-4.2

COMMON STOCK PURCHASE WARRANT Electronic Cigarettes INTERNATIONAL GROUP, LTD.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 27, 2015 DEFA14A

ECIG / Electronic Cigarettes International Group, Ltd. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Ru

February 27, 2015 DEFA14A

ECIG / Electronic Cigarettes International Group, Ltd. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Ru

February 13, 2015 DEFA14A

ECIG / Electronic Cigarettes International Group, Ltd. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Ru

February 13, 2015 DEFA14A

ECIG / Electronic Cigarettes International Group, Ltd. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Ru

February 6, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc

February 6, 2015 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and con

February 6, 2015 EX-4.1

5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

January 27, 2015 DEF 14A

ECIG / Electronic Cigarettes International Group, Ltd. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Ru

January 22, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc

January 22, 2015 EX-10.1

ARTICLE I.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and if multiple parties, collectively, the “Purchasers”). WHEREAS, subjec

January 22, 2015 EX-4.1

5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

January 22, 2015 8-K

Changes in Control of Registrant, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inco

January 22, 2015 EX-99.1

ELECTRONIC CIGARETTES international group STRENGTHENS leadership with the hiring of Dan O’neill as executive chairman

Exhibit 99.1 PRESS RELEASE Grand Rapids, Michigan, January 13, 2015 ELECTRONIC CIGARETTES international group STRENGTHENS leadership with the hiring of Dan O’neill as executive chairman · Brings additional significant senior leadership experience in consumer packaged goods and building global multinationals · New Chief Financial Officer, Phil Anderson joining to support the financial strengthening

January 22, 2015 EX-10.1

EMPLOYMENT AGREEMENT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Phil Anderson

Exhibit 10.1 EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. And Phil Anderson (Executive) THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of January 15, 2015 (the “Effective Date”) is entered into by and between Electronic Cigarettes International Group, Ltd, a Nevada corporation (the “Company”), and Phil Anderson, an individual with a physical addres

January 14, 2015 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and c

January 14, 2015 EX-16.1

EX-16.1

January 14, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc

January 14, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inco

January 14, 2015 EX-4.1

5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

January 7, 2015 PRE 14A

ECIG / Electronic Cigarettes International Group, Ltd. PRE 14A - - PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Ru

December 29, 2014 EX-4.1

5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE DECEMBER __, 2015

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

December 29, 2014 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2014, between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to

December 29, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of in

December 15, 2014 RW

ECIG / Electronic Cigarettes International Group, Ltd. RW - -

Electronic Cigarettes International Group, Ltd. 14200 Ironwood Dr. Grand Rapids, MI 495344 December 15, 2014 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, DC 20549 Re: Electronic Cigarettes International Group, Ltd. Application for Withdrawal on Form RW for Registration Statement on Form S-1 (File No

December 5, 2014 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc

November 17, 2014 NT 10-Q

ECIG / Electronic Cigarettes International Group, Ltd. NT 10-Q - - NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response………………………... 2.50 SEC FILE NUMBER 000-52745 CUSIP NUMBER 92644K 10 4 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended:

October 23, 2014 EX-10.32

DATED SEPTEMBER 12, 2014 SECOND DEED OF AMENDMENT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD (FORMERLY VICTORY ELECTRONIC CIGARETTES CORPORATION) AS BORROWER MUST HAVE LIMITED AS GUARANTOR JGB (CAYMAN) CAMBRIDGE LTD. AS SENIOR CREDITOR JGB COLLAT

EX-10.32 Exhibit 10.32 DATED SEPTEMBER 12, 2014 SECOND DEED OF AMENDMENT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD (FORMERLY VICTORY ELECTRONIC CIGARETTES CORPORATION) AS BORROWER MUST HAVE LIMITED AS GUARANTOR JGB (CAYMAN) CAMBRIDGE LTD. AS SENIOR CREDITOR JGB COLLATERAL LLC AS SECURITY TRUSTEE FOR THE SENIOR CREDITOR THE PERSONS NAMED IN THE SCHEDULE AS SUBORDINATED CREDITORS AND MIGUEL CAR

October 23, 2014 S-1/A

ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 6 TO FORM S-1

Amendment No. 6 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on October 23, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its cha

October 21, 2014 EX-10.4

Dated October __, 2014 Third Deed of Amendment ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD (FORMERLY VICTORY ELECTRONIC CIGARETTES CORPORATION) as Borrower MUST HAVE LIMITED as Guarantor JGB (CAYMAN) CAMBRIDGE LTD. as Senior Creditor JGB COLLATERA

Exhibit 10.4 Dated October , 2014 - Third Deed of Amendment ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD (FORMERLY VICTORY ELECTRONIC CIGARETTES CORPORATION) as Borrower MUST HAVE LIMITED as Guarantor JGB (CAYMAN) CAMBRIDGE LTD. as Senior Creditor JGB COLLATERAL LLC as Security Trustee for the Senior Creditor THE PERSONS NAMED IN THE SCHEDULE as Subordinated Creditors AND MIGUEL CARLOS CORRAL as

October 21, 2014 EX-10.2

AMENDMENT NO. 3 SECURITIES PURCHASE AGREEMENT AND CLOSING CERTIFICATE

Exhibit 10.2 AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT AND CLOSING CERTIFICATE THIS AMENDMENT NO. 3 TO THE SECURITIES PURCHASE AGREEMENT and Closing Certificate (this “Amendment”) is made and entered into as of October 14, 2014 by and among Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corp.), a Nevada corporation (the “Company”), Must Have Limited, a

October 21, 2014 EX-10.3

AMENDMENT NO. 2 REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of October 15, 2014, by and between Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corporation), a Nevada corporation (the “Company”) and JGB (Cayman) Cambridge Ltd. a company organized un

October 21, 2014 EX-10.1

PLEDGE AND SECURITY AGREEMENT

Exhibit 10.1 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as modified, amended, renewed, extended or restated from time to time, this “Security Agreement”) is entered into as of October [], 2014 by and among Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corp.), a Nevada corporation (“Borrower”), VCIG LLC, a Delaware limited liability comp

October 21, 2014 EX-4.1

THIRD AMENDMENT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. (F/K/A VICTORY ELECTRONIC CIGARETTES CORP.) 6% SENIOR CONVERTIBLE NOTE

Exhibit 4.1 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. THIRD AM

October 21, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc

October 15, 2014 DEL AM

ECIG / Electronic Cigarettes International Group, Ltd. DEL AM - - SEC LETTER

SEC Letter October 15, 2014 Filed via EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Division of Corporation Finance Re: Electronic Cigarettes International Group, Ltd.

October 8, 2014 S-1/A

ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 5 TO FORM S-1

Amendment No. 5 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on October 8, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its char

September 25, 2014 S-1/A

ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 4 TO FORM S-1

Amendment No. 4 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on September 24, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its c

September 8, 2014 EX-10.45

EMPLOYMENT AGREEMENT VICTORY ELECTRONIC CIGARETTES CORPORATION MARC HARDGROVE

Exhibit 10.45 EMPLOYMENT AGREEMENT BETWEEN VICTORY ELECTRONIC CIGARETTES CORPORATION AND MARC HARDGROVE (Executive) THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of April 1, 2014 (the “Effective Date”) is entered into by and between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and Marc Hardgrove, an individual with a physi

September 8, 2014 EX-4.9

SECOND AMENDMENT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. (F/K/A VICTORY ELECTRONIC CIGARETTES CORP.) 6% SENIOR CONVERTIBLE NOTE

EX-4.9 Exhibit 4.9 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. S

September 8, 2014 S-1/A

ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 3 TO FORM S-1

Amendment No. 3 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on September 8, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its ch

September 8, 2014 EX-10.39

BUY-SIDE ADVISORY AGREEMENT

EX-10.39 Exhibit 10.39 BUY-SIDE ADVISORY AGREEMENT This Buy-Side Advisory Agreement (this “Agreement”) is made and entered into as of April 27, 2014 by and between Victory Electronic Cigarettes Corporation (“Victory”), and Fields Texas Limited LLC (“FTX”). WHEREAS, Victory and FTX desire that FTX provide buy-side advisory services to Victory pursuant to the terms and conditions of this Agreement;

September 8, 2014 EX-10.46

EMPLOYMENT AGREEMENT VICTORY ELECTRONIC CIGARETTES CORPORATION JAMES MCCORMICK

EX-10.46 Exhibit 10.46 EMPLOYMENT AGREEMENT BETWEEN VICTORY ELECTRONIC CIGARETTES CORPORATION AND JAMES MCCORMICK (Executive) THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of May 1, 2014 (the “Effective Date”) is entered into by and between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and James McCormick, an individual with a physical address

September 8, 2014 EX-10.40

September 4, 2014

EX-10.40 Exhibit 10.40 September 4, 2014 Electronic Cigarettes International Group Attention: Brent Willis 1135 Apple Drive Nunica, MI 49448 Re: Termination of Buy-side Advisory Agreement between Fields Texas Limited LLC. and Electronic Cigarettes International Group Ltd. (f/k/a Victory Electronic Cigarettes Corporation) Dear Brent, This letter is to confirm the mutual decision to terminate the bu

September 8, 2014 EX-10.44

AMENDED AND RESTATED EMPLOYMENT AGREEMENT VICTORY ELECTRONIC CIGARETTES CORPORATION BRENT DAVID WILLIS

EX-10.44 Exhibit 10.44 AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN VICTORY ELECTRONIC CIGARETTES CORPORATION AND BRENT DAVID WILLIS (Executive) THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of April 1, 2014 (the “Effective Date”) is entered into by and between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and Brent Da

September 8, 2014 EX-10.21

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT AND CLOSING CERTIFICATE

EX-10.21 4 d719264dex1021.htm EX-10.21 Exhibit 10.21 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT AND CLOSING CERTIFICATE Amendment No. 2 to the Securities Purchase Agreement and Closing Certificate (this “Amendment”), dated as of August 20, 2014 (the “Effective Date”) among Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corp.), a Nevada corporation (the “

August 26, 2014 EX-99.1

Electronic Cigarettes International Group Announces 1st Half Results up 875%

Exhibit 99.1 Electronic Cigarettes International Group Announces 1st Half Results up 875% Electronic Cigarettes International Group Ltd. (OTCQB: ECIG), a global marketer and distributor of electronic cigarette and vapor products whose brands include FIN, Vapestick, Victory, VIP, and others today announced financial operating results for the second quarter and six months ended June 30, 2014. ● Net

August 26, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2014 (August 20, 2014) Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other ju

August 22, 2014 EX-14.1

CODE OF BUSINESS ETHICS AND CONDUCT

Exhibit 14.1 CODE OF BUSINESS ETHICS AND CONDUCT Electronic Cigarettes International Group, Ltd., (the “Company” or “ECIG”) is committed to conducting our business in accordance with applicable laws, rules, and regulations and the highest standards of business ethics. This Code of Business Ethics and Conduct (the “Code of Ethics”) reflects the business practices and principles of behavior that sup

August 22, 2014 8-K

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inco

August 15, 2014 NT 10-Q

ECIG / Electronic Cigarettes International Group, Ltd. NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response………………………... 2.50 SEC FILE NUMBER 000-52745 CUSIP NUMBER 92644K 10 4 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: J

July 28, 2014 EX-10.37

EXCHANGE AGREEMENT

EX-10.37 6 d719264dex1037.htm EX-10.37 Exhibit 10.37 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 17th day of July, 2014, by and among ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (the “Company”), and (the “Holder”). WHEREAS, the Holder beneficially owns and holds certain Term Notes issued by the Company as set forth on Exhibit A hereto (the “

July 28, 2014 EX-4.12

5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE JANUARY 17, 2016

EX-4.12 2 d719264dex412.htm EX-4.12 Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

July 28, 2014 EX-10.30

EXCHANGE AGREEMENT

EX-10.30 5 d719264dex1030.htm EX-10.30 Exhibit 10.30 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 30th day of May, 2014, by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, a Nevada corporation (the “Company”), and DOMINION CAPITAL LLC (the “Holder”). WHEREAS, the Holder beneficially owns and holds certain Term Notes issued by the Company as set forth on Exhibit A

July 28, 2014 EX-4.13

ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Warrant No. Original Issue Date: July 17, 2014

EX-4.13 3 d719264dex413.htm EX-4.13 Exhibit 4.13 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR

July 28, 2014 S-1/A

ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 2 TO FORM S-1

Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 28, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charte

July 18, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorp

July 18, 2014 EX-10.2

REGISTRATION RIGHTS AGREEMENT

EX-10.2 3 ecigex102.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 15, 2014, between Electronic Cigarettes International Group, Ltd. (formerly known as Victory Electronic Cigarettes Corporation), a Nevada corporation (the “Company”), and Man FinCo Limited, a company incorporated

July 18, 2014 EX-10.1

VOTING AGREEMENT

Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (the “Agreement”) is made and entered into as of this 15th day of July 2014 (the “Effective Date”), by and among Electronic Cigarettes International Group, Ltd. (formerly known as Victory Electronic Cigarettes Corporation), a Nevada corporation (the “Company”), those certain holders of the Company’s common stock, par value $0.001 per share, (the

July 18, 2014 EX-99.1

ELECTRONIC CIGARETTES INTERNATIONAL GROUP RECEIVES STRATEGIC EQUITY INVESTMENT FROM THE MANSOUR GROUP OF UP TO $60 MILLION

Exhibit 99.1 PRESS RELEASE Spring Lake, Michigan, July 16, 2014 ELECTRONIC CIGARETTES INTERNATIONAL GROUP RECEIVES STRATEGIC EQUITY INVESTMENT FROM THE MANSOUR GROUP OF UP TO $60 MILLION ● The Mansour Group is one of the largest distributors of Tobacco products throughout the Middle East & Africa ● Strategic equity investment from major regional partner into ECIG will facilitate continued distribu

July 18, 2014 EX-10.3

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 16, 2014, between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and Hardwire Interactive Inc. (“Holder” and, collectively with its permitted successors and assigns, the “Holders”). This Agreement is made pursuant to the Asset

July 10, 2014 EX-10.2

Electronic Cigarettes International Group, Ltd. SECURITIES PURCHASE AGREEMENT July 3, 2014

Exhibit 10.2 Electronic Cigarettes International Group, Ltd. SECURITIES PURCHASE AGREEMENT July 3, 2014 1 SECURITIES PURCHASE AGREEMENT Electronic Cigarettes International Group, Ltd. This Securities Purchase Agreement (this “Agreement”) is made by and between Electronic Cigarettes International Group, Ltd. (formerly known as Victory Electronic Cigarettes Corporation), a Nevada corporation (the “C

July 10, 2014 EX-10.1

ASSET PURCHASE AGREEMENT by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, HARDWIRE INTERACTIVE ACQUISITION COMPANY HARDWIRE INTERACTIVE INC. THE SELLING OWNERS IDENTIFIED HEREIN Dated as of July 2, 2014

Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, HARDWIRE INTERACTIVE ACQUISITION COMPANY HARDWIRE INTERACTIVE INC. and THE SELLING OWNERS IDENTIFIED HEREIN Dated as of July 2, 2014 1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of July 2, 2014 (“Effective Date”) by and among (i) VICTORY ELEC

July 10, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorpo

July 9, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorpo

July 9, 2014 EX-3.1

EX-3.1

Exhibit 3.1

July 2, 2014 EX-4.10

5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 30, 2015

EX-4.10 Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

July 2, 2014 EX-10.30

EXCHANGE AGREEMENT

EX-10.30 Exhibit 10.30 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 30th day of May, 2014, by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, a Nevada corporation (the “Company”), and DOMINION CAPITAL LLC (the “Holder”). WHEREAS, the Holder beneficially owns and holds certain Term Notes issued by the Company as set forth on Exhibit A hereto (the “Term Notes”); an

July 2, 2014 S-1/A

ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 1 TO FORM S-1

Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 2, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Neva

July 2, 2014 EX-10.13

AMENDED AND RESTATED PROMISSORY NOTE $ Effective as of February 28, 2014

EX-10.13 Exhibit 10.13 AMENDED AND RESTATED PROMISSORY NOTE $ Effective as of February 28, 2014 FOR VALUE RECEIVED, each of Victory Electronic Cigarettes Corporation, a Nevada corporation (“Victory Parent”), and VCIG LLC, a Delaware limited liability company (“Victory Subsidiary” and together with Victory Parent, the “Company”) hereby, jointly and severally, promises to pay to the order of (“Holde

July 2, 2014 EX-10.36

ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. 2014 LONG-TERM INCENTIVE PLAN

EX-10.36 Exhibit 10.36 ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. 2014 LONG-TERM INCENTIVE PLAN I. PURPOSE The purpose of the ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. 2014 LONG-TERM INCENTIVE PLAN (the “Plan”) is to provide a means through which Electronic Cigarettes International Group Ltd., a Nevada corporation (the “Company”), and its Affiliates may attract able persons to enter the

July 2, 2014 EX-21.1

List of Subsidiaries Name of Subsidiary State of Incorporation Victory Electronic Cigarettes, Inc. Nevada Vapestick Holdings Limited United Kingdom VCIG LLC Delaware FIN Branding Group, LLC Illinois Must Have Limited United Kingdom Hardwire Interacti

EX-21.1 Exhibit 21.1 List of Subsidiaries Name of Subsidiary State of Incorporation Victory Electronic Cigarettes, Inc. Nevada Vapestick Holdings Limited United Kingdom VCIG LLC Delaware FIN Branding Group, LLC Illinois Must Have Limited United Kingdom Hardwire Interactive Acquisition Company Delaware E-Cigs UK Holding Company Limited United Kingdom

June 24, 2014 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such shareholder, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant to the Secu

June 24, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporatio

June 13, 2014 DEF 14C

- DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: o Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) þ Definitive Information Statement VICTORY ELECTRONIC CIGARETTES CORPOR

June 9, 2014 EX-10.1

FIRST AMENDMENT SECURITIES PURCHASE AGREEMENT Dated as of April 22, 2014 by and among Victory Electronic Cigarettes Corporation,

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT Dated as of April 22, 2014 by and among Victory Electronic Cigarettes Corporation, and THE PURCHASERS LISTED ON EXHIBIT A THIS FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT Dated as of April 22, 2014 by and among Victory Electronic Cigarettes Corporation, and THE PURCHASERS LISTED ON EXHIBIT A (the “First Amendment to the Securit

June 9, 2014 EX-10.3

Dated Deed of Amendment VICTORY ELECTRONIC CIGARETTES CORPORATION as Borrower MUST HAVE LIMITED as Guarantor as Senior Creditor as Security Trustee for the Senior Creditor THE PERSONS NAMED IN THE SCHEDULE as Subordinated Creditors as Security Truste

EX-10.3 5 ecigex103.htm AMENDMENT TO THE INTERCREDITOR AGREEMENT Exhibit 10.3 Dated - Deed of Amendment VICTORY ELECTRONIC CIGARETTES CORPORATION as Borrower MUST HAVE LIMITED as Guarantor [] as Senior Creditor [] as Security Trustee for the Senior Creditor THE PERSONS NAMED IN THE SCHEDULE as Subordinated Creditors AND [] as Security Trustee for the Subordinated Creditors 1 Contents Clause 1. Def

June 9, 2014 EX-4.1

FIRST AMENDMENT VICTORY ELECTRONIC CIGARETTES CORPORATION 6% SENIOR CONVERTIBLE NOTE

Exhibit 4.1 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. FIRST AM

June 9, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporation

June 9, 2014 EX-10.2

FIRST AMENDMENT REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 22, 2014 BY AND AMONG VICTORY ELECTRONIC CIGARETTES CORPORATION,

Exhibit 10.2 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 22, 2014 BY AND AMONG VICTORY ELECTRONIC CIGARETTES CORPORATION, AND THE PURCHASERS LISTED ON EXHIBIT A THIS FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 22, 2014 BY AND AMONG VICTORY ELECTRONIC CIGARETTES CORPORATION, AND THE PURCHASERS LISTED ON EXHIBIT A (the “First Amendment to the Registr

June 5, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporation

June 5, 2014 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms

June 5, 2014 EX-2.1

Dated 30 May 2014 (1) THE PERSONS NAMED IN SCHEDULE 1 (2) E-CIGS UK HOLDING COMPANY LIMITED (3) VICTORY ELECTRONIC CIGARETTES CORPORATION AGREEMENT TO BUY THE SHARES IN TEN MOTIVES LIMITED AND 10 MOTIVES LIMITED Mishcon de Reya Summit House 12 Red Li

Exhibit 2.1 Dated 30 May 2014 (1) THE PERSONS NAMED IN SCHEDULE 1 (2) E-CIGS UK HOLDING COMPANY LIMITED (3) VICTORY ELECTRONIC CIGARETTES CORPORATION AGREEMENT TO BUY THE SHARES IN TEN MOTIVES LIMITED AND 10 MOTIVES LIMITED Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: KEM/LJ/43296.2 1 TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION

June 5, 2014 EX-4.1

5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 30, 2015

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

June 5, 2014 EX-99.1

VICTORY ELECTRONIC CIGARETTES CORPORATION SIGNS AGREEMENT TO ACQUIRE ONE OF THE UK’S LARGEST ECIG COMPANIES, TEN MOTIVES® FOR $104 MILLION

Exhibit 99.1 PRESS RELEASE Spring Lake, Michigan, June 2, 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION SIGNS AGREEMENT TO ACQUIRE ONE OF THE UK’S LARGEST ECIG COMPANIES, TEN MOTIVES® FOR $104 MILLION ● Ten Motives® brings long-term relationships with leading retailers in the United Kingdom, and the number one brand position in the Food, Drug & Mass Channel ● Victory’s third acquisition in Europe

June 5, 2014 CORRESP

-

June 5, 2014 VIA EDGAR Justin Dobbie Legal Branch Chief Division of Corporation Finance 100 F Street, N.

June 5, 2014 PRER14C

- REVISED SCHEDULE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 ) Check the appropriate box: þ Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement VICTORY ELECTRONI

May 16, 2014 PRER14C

- REVISED SCHEDULE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 ) Check the appropriate box: þ Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement VICTORY ELECTRONI

May 16, 2014 CORRESP

-

CORRESP 1 filename1.htm May 16, 2014 VIA EDGAR Justin Dobbie Legal Branch Chief Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Victory Electronic Cigarettes Corporation Preliminary Information Statement on Schedule 14C Filed May 8, 2014 File No. 000-52745 Dear Mr. Dobbie: We hereby submit the responses of Victory Electronic Cigarettes Corporation (the “Company”) to t

May 16, 2014 NT 10-Q

- 12B25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response………………………... 2.50 SEC FILE NUMBER 000-52745 CUSIP NUMBER 92644K 10 4 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: M

May 13, 2014 EX-99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On April 22, 2014, Victory Electronic Cigarettes Corporation (the “Company” or “Victory”) entered into a share purchase agreement (the “Exchange Agreement”) by and between (i) the Company and (ii) the shareholders of Must Have Limited (“MHL”), an England and Wales incorporated limited company (the “MHL Shareholders”). Pursuant to the

May 13, 2014 8-K

Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporation)

May 13, 2014 8-K/A

Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdict

May 13, 2014 S-1

Registration Statement - S-1

S-1 Table of Contents As filed with the Securities and Exchange Commission on May 13, 2014 Registration No.

May 13, 2014 EX-99.2

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

Exhibit 99.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29

May 13, 2014 EX-99.1

VICTORY ELECTRONIC CIGARETTES CORPORATION ANNOUNCES NEW CHIEF COMMERCIAL OFFICER, GARY RAWLINGS

PRESS RELEASE Spring Lake, Michigan, May 8, 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION ANNOUNCES NEW CHIEF COMMERCIAL OFFICER, GARY RAWLINGS · Veteran blue-chip consumer packaged goods and retail marketing executive with over 20 years experience in world-class firms including Kraft Foods Group and Royal Ahold · Brings global marketing, retail, and ecommerce capabilities as Victory accelerates its global electronic cigarette industry consolidation SPRING LAKE, MICHIGAN, May 8, 2014 – Victory Electronic Cigarettes Corporation (OTCQB: ECIG), today announced that Gary Rawlings has been appointed as the Chief Commercial Officer of the Corporation.

May 9, 2014 EX-99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Further to the Form 8-K dated December 19, 2013 which disclosed the entry into the Share Exchange Agreement dated December 15, 2013, as amended (the “Exchange Agreement”), among our company, Vapestick Holdings Limited, a company incorporated under the laws of England and Wales (“Vapestick”), and all of the shareholders of Vapestick, w

May 9, 2014 EX-99.2

EX-99.2

Exhibit 99.2

May 9, 2014 EX-99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On February 28, 2014, Victory Electronic Cigarettes Corporation (“Victory” or the “Company”) completed its acquisition of FIN Electronic Cigarette Corporation, Inc., a Delaware corporation (“FIN”) through VCIG LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("VCIG") (the “Merger”) pursuant to the

May 9, 2014 8-K/A

Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdic

May 9, 2014 8-K/A

Financial Statements and Exhibits - CURRENT REPORT AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisd

May 8, 2014 PRE 14C

- SCHEDULE 14C

PRE 14C 1 ecigpre14c.htm SCHEDULE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Check the appropriate box: þ Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) ¨ Definitive Inf

May 6, 2014 EX-10.1

SECURITIES PURCHASE AGREEMENT

EX-10.1 3 ecigex101.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the day of April, 2014, by and among Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto and the additional investors who become parties

May 6, 2014 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April , 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such shareholder, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant to the Securities Purch

May 6, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporati

May 6, 2014 EX-4.1

COMMON STOCK PURCHASE WARRANT

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

May 6, 2014 EX-99.1

VICTORY ELECTRONIC CIGARETTES CORPORATION ANNOUNCES NEW CHIEF FINANCIAL AND ADMINISTRATIVEOFFICER, JIM MCCORMICK

Exhibit 99.1 PRESS RELEASE Spring Lake, Michigan, April 30, 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION ANNOUNCES NEW CHIEF FINANCIAL AND ADMINISTRATIVEOFFICER, JIM MCCORMICK ● Senior leader with global public company CFO & CEO experience will fortify Victory’s leadership team. ● Brings global financial leadership capabilities as Victory accelerates its global electronic cigarette industry cons

April 29, 2014 EX-4.1

6% SENIOR CONVERTIBLE NOTE Victory Electronic Cigarettes Corporation 6% Senior Convertible Note

Exhibit 4.1 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. 6% SENIO

April 29, 2014 EX-10.9

DATED CHARGE OF CERTIFICATED SHARES AND BANK ACCOUNT VICTORY ELECTRONIC CIGARETTES CORPORATION as Borrower [ ] as Security Trustee

Exhibit 10.9 DATED - CHARGE OF CERTIFICATED SHARES AND BANK ACCOUNT between VICTORY ELECTRONIC CIGARETTES CORPORATION as Borrower and [ ] as Security Trustee 1 Contents CLAUSE 1 Definitions and interpretation 3 2 Covenant to pay 6 3 Grant of security 6 4 Deposit of title documents 7 5 Protection of security 8 6 Liability of the Borrower 9 7 Representations and warranties 9 8 Borrower covenants 9 9

April 29, 2014 EX-10.6

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.6 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 22, 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such shareholder, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant to

April 29, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporati

April 29, 2014 EX-2.1

Dated 2014

Exhibit 2.1 Dated 2014 (1)THE PERSONS NAMED IN SCHEDULE 1 (2)VICTORY ELECTRONIC CIGARETTES CORPORATION AGREEMENT TO BUY THE SHARES IN MUST HAVE LIMITED Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: KEM/LJ/43296.1 E-mail: [email protected] 1 TABLE OF CONTENTS No. Heading Page 1 DEFINITIONS AND INTERPRETATION 1 2 SALE AND PURCHASE

April 29, 2014 EX-10.8

Dated 2014 (1) MUST HAVE LIMITED - and - (2) (AS SECURITY TRUSTEE) DEBENTURE 1 TABLE OF CONTENTS No. Heading Page 1 Definitions and interpretation 3 2 Covenant to pay 10 3 Grant of security 10 4 controlled account and Collection account 13 5 Notices

Exhibit 10.8 Dated 2014 (1) MUST HAVE LIMITED - and - (2) (AS SECURITY TRUSTEE) DEBENTURE 1 TABLE OF CONTENTS No. Heading Page 1 Definitions and interpretation 3 2 Covenant to pay 10 3 Grant of security 10 4 controlled account and Collection account 13 5 Notices 14 6 Restrictions on dealing 14 7 positive covenants 14 8 Representations and warranties 17 9 Power to remedy 19 10 Enforcement 19 11 Adm

April 29, 2014 EX-10.1

Dated 2014 (1) VICTORY ELECTRONIC CIGARETTES CORPORATION

Exhibit 10.1 Dated 2014 (1) VICTORY ELECTRONIC CIGARETTES CORPORATION LOAN NOTE INSTRUMENT CONSTITUTING UP TO US$11,000,000 SECURED LOAN NOTES 2014 Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: KEM/LJ/43296.1 E-mail: [email protected] 1 TABLE OF CONTENTS No. Heading Page 1 definitions and interpretation 3 2 Amount of notes 5 3 D

April 29, 2014 EX-10.10

DATED APRIL 2014

Exhibit 10.10 DATED APRIL 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION as Borrower MUST HAVE LIMITED as Guarantor [ ] as Senior Creditor [ ] as Security Trustee for the Senior Creditor THE PERSONS NAMED IN SCHEDULE 1 as Subordinated Creditors AND [ ] as Security Trustee for the Subordinated Creditors INTER-CREDITOR DEED 1 Contents 1 Definitions and interpretation 3 2 Priorities 7 3 Borrower and

April 29, 2014 EX-10.5

SECURITIES PURCHASE AGREEMENT Dated as of April 22, 2014 by and among Victory Electronic Cigarettes Corporation,

Exhibit 10.5 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT Dated as of April 22, 2014 by and among Victory Electronic Cigarettes Corporation, and THE PURCHASERS LISTED ON EXHIBIT A 1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT dated as of April 22, 2014 (this “Agreement”) is by and among Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”) and each

April 29, 2014 EX-99.1

VICTORY ELECTRONIC CIGARETTES CORPORATION CLOSES VIP® ACQUISITION EXPANDING EUROPEAN PLATFORM FOR GROWTH

Exhibit 99.1 PRESS RELEASE Spring Lake, Michigan, April 22, 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION CLOSES VIP® ACQUISITION EXPANDING EUROPEAN PLATFORM FOR GROWTH ● VIP® brings a scalable and innovative multi-channel distribution model with own retail stores, retail mobile units and a very high traffic e-commerce platform ● Broadens Victory’s brand and product portfolio and enables cross bo

April 29, 2014 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April , 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each of the share holders of Must Have Limited signatory hereto (each such shareholder, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant

April 29, 2014 EX-10.3

Dated 2014

Exhibit 10.3 Dated 2014 (1) MUST HAVE LIMITED - and - (2) THE PERSONS NAMED IN SCHEDULE 1 CORPORATE GUARANTEE Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: KEM/SS/43296.1 E-mail: [email protected] 1 TABLE OF CONTENTS No. Heading Page 1 DEFINITIONS AND Interpretation 3 2 Guarantee and indemnity 5 3 Restrictions on release and dis

April 29, 2014 EX-10.4

Dated 2014

Exhibit 10.4 Dated 2014 (1) MUST HAVE LIMITED - and - (2) (AS SECURITY TRUSTEE) DEBENTURE Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: KEM/SS/43296.1 E-mail: [email protected] 1 TABLE OF CONTENTS No. Heading Page 1 Definitions and interpretation 3 2 Covenant to pay 7 3 Grant of security 7 4 Restrictions on dealing 9 5 positive

April 29, 2014 EX-10.7

Dated 2014 (1) MUST HAVE LIMITED - and - (2) THE PERSONS NAMED IN SCHEDULE 1 CORPORATE GUARANTEE 1 TABLE OF CONTENTS

Exhibit 10.7 Dated 2014 (1) MUST HAVE LIMITED - and - (2) THE PERSONS NAMED IN SCHEDULE 1 CORPORATE GUARANTEE 1 TABLE OF CONTENTS No. Heading Page 1 DEFINITIONS AND Interpretation 3 2 Guarantee and indemnity 6 3 Restrictions on release and discharge 6 4 Non-Competition 8 5 Representations and Warranties 9 6 Undertakings 10 7 Management Accounts and EBITDA 11 8 ASSIGNMENT AND TRANSFER 12 9 PARTIAL

April 18, 2014 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporati

April 18, 2014 EX-99.1

VICTORY ELECTRONIC CIGARETTES CORPORATION RESPONSE TO RETRACTED PRESS RELSEASE

Exhibit 99.1 PRESS RELEASE Spring Lake, Michigan, April 17, 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION RESPONSE TO RETRACTED PRESS RELSEASE On April 17th at 10:41 am EST, a press release announcing that Victory Electronic Cigarettes Corporation (Victory) had acquired Must Have Limited’s VIP® was issued in error by the Company’s agent, as the acquisition has not yet closed. Victory will update

April 11, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporatio

April 11, 2014 EX-3.1

EX-3.1

Exhibit 3.1

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